Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 and 5.8, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.1.
Appears in 6 contracts
Samples: Merger Agreement (IElement CORP), Merger Agreement (IElement CORP), Agreement and Plan of Merger (IElement CORP)
Notice and Effect of Termination. Any termination of this Agreement under Section 8.1 above shall be effective immediately upon the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination and abandonment of this Agreement pursuant to as provided in this Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void be of no further force and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders and none of the parties shall have any claim or action against any other partyeffect, except that the provisions of (a) Sections 6.3, 6.5 and this Section 8.2 and Sections 5.2, 5.6 and 5.8, Article 8 each shall survive any the termination of this Agreement. Nothing contained in this Section 8.2 , and (b) nothing herein shall relieve any party from any liability for any willful breach of this Agreement. No termination of this Agreement other than shall affect the obligations of the parties contained in the event Confidentiality Agreements, all of a which obligations shall survive termination pursuant to Section 8.1of this Agreement in accordance with their terms.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cgi Group Inc), Asset Purchase Agreement (Caci International Inc /De/), Asset Purchase Agreement (Caci International Inc /De/)
Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders stockholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 5.7 and 5.85.9, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.1.
Appears in 2 contracts
Samples: Merger Agreement (Silver King Resources Inc), Merger Agreement (Silver King Resources Inc)
Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders stockholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 5.2 and 5.8, shall survive any termination of this AgreementAgreement and any obligation for repayment of the Bridge Loan which has already been funded shall survive. Nothing contained in this Section 8.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.1.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fusion Fund Inc /De/), Agreement and Plan of Merger (Fusion Fund Inc /De/)
Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 5.7 and 5.85.9, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.1.
Appears in 2 contracts
Samples: Merger Agreement (Skynet Holdings Inc), Merger Agreement (CNF Technologies Inc)
Notice and Effect of Termination. In the event of the Upon termination and abandonment of this Agreement pursuant to Section 8.1Agreement, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, transactions contemplated in this Agreement shall forthwith become void immediately be abandoned and all continuing obligations of the parties under or in connection with this Agreement will terminate without any liability on the part shall be terminated and of any party no further force or its directorseffect; provided, officers or shareholders and none of the parties shall have any claim or action against any other partyhowever, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 and 5.8, shall survive any termination of this Agreement. Nothing contained nothing in this Section 8.2 Agreement shall relieve any party from any liability for any Fraud (as defined in Section 11.3), breach of representation or warranty or breach of covenant contained in this Agreement prior to such termination (together with the provisions of Section 11 which shall survive in their entirety with respect to such liability). Notwithstanding the foregoing, the provisions of Sections 10.4 and 12 shall survive the termination of this Agreement other than in for any reason. If this Agreement has terminated due to the event breach of a termination pursuant to Section 8.1any party, such party shall remain liable for any damages arising from such breach.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (RCN Corp /De/)
Notice and Effect of Termination. In the event of the On termination and abandonment of this Agreement pursuant to Section 8.1Agreement, written notice thereof the transactions contemplated herein shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void abandoned and all continuing obligations of the parties under or in connection with this Agreement will terminate without any liability on the part shall be terminated and of any party no further force or its directorseffect; provided, officers or shareholders and none of the parties shall have any claim or action against any other partyhowever, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 and 5.8, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 nothing herein shall relieve any party from any liability for any misrepresentation, breach of warranty or breach of covenant contained in this Agreement prior to such termination. Notwithstanding the foregoing, Sections 2.4, 3.33, 4.6, 9.5 and 12.8 and the confidentiality obligations set forth in Sections 5.4 and 9.4 shall survive the termination of this Agreement other than in for any reason. If this Agreement has terminated due to the event breach of a termination pursuant to Section 8.1any party, such party shall remain liable for any damages arising from such breach.
Appears in 1 contract
Samples: Stock Purchase Agreement (Waste Connections Inc/De)
Notice and Effect of Termination. (i) In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders stockholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 5.2 and 5.8, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.1.
Appears in 1 contract
Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.17.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders stockholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 7.2 and Sections 5.2, 5.6 5.7, 8.8 and 5.8, 8.9 shall survive any termination of this Agreement. Nothing contained in this Section 8.2 7.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.17.1.
Appears in 1 contract
Samples: Merger Agreement (Zenascent Inc)
Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 and Sections 5.2, 5.6 and 5.8, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 shall relieve any party party, including the Acquirer Shareholders, from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.18.1(a).
Appears in 1 contract
Samples: Merger Agreement (Tc X Calibur Inc)
Notice and Effect of Termination. In the event of the termination and abandonment of this Agreement pursuant to Section 8.17.1, written notice thereof shall forthwith be given to the other party or parties specifying the provision pursuant to which such termination is made. Upon termination, this Agreement shall forthwith become void and all obligations of the parties under this Agreement will terminate without any liability on the part of any party or its directors, officers or shareholders stockholders and none of the parties shall have any claim or action against any other party, except that the provisions of this Section 8.2 7.2 and Sections 5.2, 5.6 5.7 and 5.85.9, shall survive any termination of this Agreement. Nothing contained in this Section 8.2 7.2 shall relieve any party from any liability for any breach of this Agreement other than in the event of a termination pursuant to Section 8.17.1.
Appears in 1 contract